LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other t...
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:
LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.
LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio in respect of the Finance Lease Agreement exceeds 5% but is less than 25%, the entering into of the Finance Lease Agreement constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules which is subject to reporting and announcement requirements thereunder.
LISTING RULES IMPLICATIONS. The transactions contemplated under the Finance Leasing Framework Agreement will constitute transactions under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the transactions contemplated under the Finance Leasing Framework Agreement exceed 25% but less than 100%, the transactions contemplated thereunder constitute a major transaction for the Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Nanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in-law of Xx. Xxx Xxxxxxxx, one of the Controlling Shareholders, and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the Group and the non-executive Director. For the purpose of the connected transaction rules under the Listing Rules, the Directors considered Nanshan Group to be deemed connected persons under Rule 14A.21 of the Listing Rules. Accordingly, the Finance Leasing Framework Agreement will also constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps are more than 5%, the transactions contemplated thereunder are subject to the announcement, reporting, annual review, and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the term of the Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may exceed three (3) years, the Company has appointed Lego as the Independent Financial Adviser to explain why the Individual Agreement requires a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.
LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios in respect of the Disposal under Rule 14.07 of the Listing Rules is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
